8-KLeadership ChangesExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Executive Changes (Mar 6, 2026)

Filed March 6, 2026For Securities:WM

Summary

Waste Management, Inc. (WM) filed an 8-K on March 6, 2026, detailing the annual incentive awards granted to its executive officers on March 3, 2026. These awards, granted under the Company's 2023 Stock Incentive Plan, include performance share units (PSUs) and stock options. The PSUs are tied to two key performance measures: cash flow generation and relative total shareholder return against the S&P 500, with payouts ranging from 0% to 200% of the target amount. Stock options vest over three years and have an exercise price equal to the fair market value on the grant date. The filing also outlines the terms for annual cash incentive awards, which are based on operating EBITDA, income from operations margin, and internal revenue growth, with potential adjustments for sustainability performance and individual executive performance.

Key Highlights

  • 1WM granted performance share units (PSUs) and stock options to key executives, including the CEO and CFO.
  • 2PSUs are performance-based, with 50% tied to cash flow generation and 50% to relative total shareholder return (TSR) versus the S&P 500.
  • 3PSU payouts can range from 0% to 200% of the target amount, plus dividend equivalents.
  • 4Stock options have a 10-year term and vest over three years (34% after year one, 33% after years two and three).
  • 5The exercise price for stock options is the fair market value on the grant date, which was $241.55.
  • 6Annual cash incentive awards are based on operating EBITDA, income from operations margin, and internal revenue growth, with potential adjustments for sustainability and individual performance.
  • 7The filing includes specific PSU grant amounts for key executives, with CEO James C. Fish, Jr. receiving 49,350 PSUs.

Frequently Asked Questions

Waste Management granted three types of incentive awards to its named executive officers: performance share units (PSUs), stock options, and annual cash incentive awards.

PSUs are earned based on the achievement of two performance measures. Fifty percent of the PSUs are tied to cash flow generation, and the other fifty percent are tied to total shareholder return relative to the S&P 500. The payout can range from 0% to 200% of the targeted amount, plus accrued dividend equivalents.

The stock options have a graded vesting schedule: 34% vest on the first anniversary of the grant date, 33% vest on the second anniversary, and the remaining 33% vest on the third anniversary.

The annual cash incentive awards are primarily based on performance measures including operating EBITDA, income from operations margin, and internal revenue growth. Payouts can be adjusted by up to 10% based on a sustainability scorecard and by up to 25% at the Committee's discretion based on individual executive performance.